Fidelity National, J Alexander's settle lawsuit

Fidelity National, J Alexander's settle shareholder complaint over pending acquisition

Associated Press

JACKSONVILLE, Fla. (AP) -- Fidelity National Financial Inc. and J. Alexander's Corp. said on Tuesday that they have settled a shareholder lawsuit filed after Fidelity National agreed to acquire the restaurant chain operator.

The announcement came nearly two weeks after Fidelity National agreed to increase its offer price to acquire J. Alexander's, and the day before an offer for shareholders to tender shares for the deal is set to expire.

Fidelity National and J. Alexander's said that they had entered into a memorandum of understanding with plaintiffs who filed a purported class action lawsuit filed in a Tennessee state court. The agreement "reflects the parties' agreement in principle to resolve the claims in the lawsuit," the companies said in a news release.

In exchange for release of all claims, J. Alexander's agreed to supplement regulatory disclosures it had previously made about the transaction to include more information, the companies said. J. Alexander's said it filed those supplements with the Securities and Exchange Commission on Monday, and Fidelity National filed corresponding disclosures.

When the transaction was originally announced in June, Fidelity National planned to buy all shares of J. Alexander's at $12 per share, for cash and stock. On July 31 Fidelity National said it agreed to raise its price to $13 per share, with the total to be paid entirely in cash rather than a combination of cash and stock.

On Sept. 5, Fidelity National raised its offer again, to $14.50 per share, and extended the offer period to Sept. 19. A regulatory filing estimated the transaction's value at nearly $95 million.

J. Alexander's shareholders have until the end of business on Wednesday to tender their shares for the deal.

J. Alexander's Chairman, President and CEO Lonnie J. Stout II said his company's board continues to recommend that shareholders tender their shares. He also confirmed that no additional offers for his company had been received since the offering price was increased to $14.50 per share.

The transaction is expected to close sometime in the last three months of the year.

Nashville, Tenn.-based J. Alexander's will be combined with the restaurant operations of American Blue Ribbon Holdings Inc., a Fidelity subsidiary with annual revenue totaling about $1.3 million.

J. Alexander's operates 33 namesake restaurants in 13 states, while American Blue Ribbon owns and operates 674 restaurants in 43 states. Its brands include Bakers Square, Max & Erma's, Village Inn, Stoney River Legendary Steaks, O'Charley's, Ninety Nine and Legendary Baking.

Jacksonville, Fla.-based Fidelity is a title insurer, but also holds interests in a variety of companies including American Blue Ribbon. Once the deal closes, American Blue Ribbon's annual revenue is expected to total about $1.5 billion, Fidelity has said.

Shares of Fidelity National rose 22 cents to $19.93 in afternoon trading. Shares of J. Alexander's were unchanged at $14.50.

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